Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

On February 8, 2013, EnergySolutions, Inc. (the Company, EnergySolutions, we, us or our) announced that we are seeking a proposed amendment (the Proposed Amendment) with respect to the Credit Agreement, by and among the Company, EnergySolutions, LLC, a Utah limited liability company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated August 13, 2010, as amended by that certain Amendment No. 1, dated August 23, 2010 (the Credit Agreement). The Proposed Amendment is being sought in connection with the Agreement and Plan of Merger, dated January 7, 2013 (the Merger Agreement), by and among Rockwell Holdco, Inc., a Delaware corporation (Parent), which is an affiliate of Energy Capital Partners II, LLC (Energy Capital or ECP), Rockwell Acquisition Corp. (Merger Sub) and the Company. The Merger Agreement provides that, subject to certain conditions, Merger Sub merge with and into the Company (the Merger).

In connection with the entry into the Merger Agreement, Parent received a debt commitment letter, dated January 7, 2013 (the Debt Commitment Letter), from Morgan Stanley Senior Funding, Inc. (the Commitment Party). Pursuant to the Debt Commitment Letter, the Commitment Party has committed to provide an aggregate of $685 million in debt financing to Merger Sub. The Proposed Amendment is being sought as an alternative to the funding under the Debt Commitment Letter.

The Proposed Amendment has not been entered into, and we provide no assurance that it may or will be entered into. We have proposed to our lenders under the Credit Agreement, as well as JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement, that the Proposed Amendment be entered into on the following terms and conditions:

1.that the lenders and the administrative agent:

a.consent to the consummation of the Merger and the transactions contemplated by the Merger Agreement, including that the Merger will not constitute a change of control under the Credit Agreement and related documents;

b.provide a waiver of the change of control provisions and certain other covenants and provisions under the Credit Agreement, including our senior secured revolving credit facility and senior secured term loan made available to us pursuant to the Credit Agreement;

c.consent to any repayment of our 10.75% Senior Notes due 2018, provided that any payments are funded from equity contributions made to us by ECP or its affiliates;

d.provide the ability to extend the maturity date of our senior secured revolving credit facility, subject to certain conditions; and

e.consent to a 1% prepayment premium if any senior secured term loans are refinanced prior to the date that is one year following the execution date of the Proposed Amendment;

2.that the definition of change of control and reporting requirements under the Credit Agreement be amended;

3.that upon the closing of the Merger, that the applicable margin for our senior secured term loan made pursuant to the Credit Agreement be increased;

4.that we will pay a consent fee to each lender that has entered into the Proposed Amendment equal to (i) 0.5% of the sum of the outstanding term loans and revolving commitments of such lender on the execution date of the Proposed Amendment and (ii) 0.5% of the sum of the outstanding term loans and revolving commitments of such lender on the closing date of the Merger;

5.that we reimburse the administrative agent for fees, charges and disbursements of counsel in connection with preparation of the Proposed Amendment;

6.that no later than a certain number of days after the closing of the Merger, that we reduce our debt with respect to our senior secured term loans under the amended Credit Agreement and our 10.75% Senior Notes due 2018, after giving effect to the Merger, to $675 million or less; and

7.that the Proposed Amendment would take effect upon the consummation of the Merger.

If the Merger Agreement is terminated, the consent fee and fees, charges and disbursements of counsel referenced above will ultimately be borne by ECP and its affiliates and not by our stockholders, subject to the

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Companys obligation under the Merger Agreement to reimburse ECP for certain of its expenses in certain circumstances, which reimbursement, if any, will be deducted from any termination fee payable by the Company to Energy Capital Partners Management II, LP or its designee.

A copy of a presentation to be made to lenders party to the Credit Agreement, dated February 11, 2013, in connection with the Proposed Amendment is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by EnergySolutions or any related entity under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein.

Item 8.01 Other Events

The information contained in Item 7.01 above is incorporated herein by reference.

Notice to Investors

In connection with the proposed acquisition of the Company by affiliates of Energy Capital Partners II, LP (Energy Capital Partners), pursuant to the Merger Agreement, EnergySolutions intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement. Investors and security holders of EnergySolutions are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about EnergySolutions, the proposed merger and the parties to the proposed transaction. Investors and security holders may obtain these documents (and any other documents filed by EnergySolutions with the SEC) free of charge at the SECs website at http://www.sec.gov. In addition, the documents filed with the SEC by EnergySolutions may be obtained free of charge by directing such request to: EnergySolutions Investor Relations at 1-801-649-2000 or from the investor relations website portion of EnergySolutions website at http://www.ir.energysolutions.com. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.

EnergySolutions and its directors and executive officers may be deemed to be participants in the solicitation of proxies from EnergySolutions stockholders in respect of the proposed acquisition. Information regarding EnergySolutions directors and executive officers is contained in EnergySolutions Annual Report on Form 10-K for the year ended December 31, 2011, its proxy statement for its 2012 Annual Meeting of Stockholders, dated May 23, 2012, and subsequent filings which EnergySolutions has made with the SEC. Stockholders may obtain additional information about the directors and executive officers of EnergySolutions and their respective interests with respect to the proposed acquisition by security holdings or otherwise, which may be different than those of EnergySolutions stockholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed acquisition, when filed with the SEC. Each of these documents is, or will be, available as described above.

Statement on Cautionary Factors

This communication, and all statements made regarding the subject matter of this communication, contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the current expectations and beliefs of EnergySolutions and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of historical fact (such as statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should be considered forward-looking statements. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the Merger may not be consummated in a timely manner, if at all; (ii) the risk that the Merger Agreement may be terminated in circumstances that require EnergySolutions to pay Energy Capital Partners Management II, LP or its designee a termination fee of up to $13,600,000, including the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger; (iii) risks related to the diversion of managements attention from EnergySolutions ongoing business operations; (iv) risks regarding the failure of Energy Capital Partners to obtain the necessary financing to complete the Merger; (v) the effect of the announcement of the acquisition on EnergySolutions business relationships (including, without limitation, partners and customers), operating results and business generally as well as the potential difficulties in

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employee retention as a result of the Merger; (vi) risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) risks related to the outcome of any legal proceedings that have been, or will be, instituted against EnergySolutions related to the Merger Agreement; and (viii) risks related to the effects of local and national economic, credit and capital market conditions on the economy in general. Additional risk factors that may affect future results are contained in EnergySolutions filings with the Securities and Exchange Commission, which are available at the SECs website http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by EnergySolutions. EnergySolutions expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit

99.1

EnergySolutions Lender Presentation, dated February 11, 2013

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ENERGYSOLUTIONS, INC.

By:

/s/ Russ Workman

Name:

Russ Workman

Title:

General Counsel

Date: February 11, 2013

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EX-99.1
2
a13-4680_2ex99d1.htm
EX-99.1

Exhibit 99.1

44

Confidential ENERGY
SOLUTIONS Lender Presentation February 11, 2013

Confidential ENERGY
SOLUTIONS Notice to Investors In connection with the proposed acquisition of
EnergySolutions, Inc. (us, we, our, EnergySolutions or the Company)
by affiliates of Energy Capital Partners II, LP (Energy Capital Partners),
pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated
January 7, 2013, among EnergySolutions, Rockwell Holdco, Inc., a Delaware
corporation (Parent) and Rockwell Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent (Merger Sub), EnergySolutions
intends to file relevant materials with the Securities and Exchange
Commission (the SEC), including a proxy statement. Investors and security
holders of EnergySolutions are urged to read these documents (if and when
they become available) and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because they
will contain important information about EnergySolutions, the proposed merger
and the parties to the proposed transaction. Investors and security holders
may obtain these documents (and any other documents filed by EnergySolutions
and Energy Capital Partners with the SEC) free of charge at the SECs website
at http://www.sec.gov. In addition, the documents filed with the SEC by
EnergySolutions may be obtained free of charge by directing such request to:
EnergySolutions Investor Relations at 1-801-649-2000 or from the investor
relations website portion of EnergySolutions website at
http://www.ir.energysolutions.com. Investors and security holders are urged
to read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed merger. EnergySolutions, Energy Capital Partners and their
respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from EnergySolutions stockholders in respect
of the proposed acquisition. Information regarding EnergySolutions directors
and executive officers is contained in EnergySolutions Annual Report on Form
10-K for the year ended December 31, 2011, its proxy statement for its 2012
Annual Meeting of Stockholders, dated May 23, 2012, and subsequent filings
which EnergySolutions has made with the SEC. Stockholders may obtain
additional information about the directors and executive officers of
EnergySolutions and their respective interests with respect to the proposed
acquisition by security holdings or otherwise, which may be different than
those of EnergySolutions stockholders generally, by reading the definitive
proxy statement and other relevant documents regarding the proposed
acquisition, when filed with the SEC. Each of these documents is, or will be,
available as described above. 2

Confidential ENERGY
SOLUTIONS Forward Looking Statements Disclaimer This communication, and all
statements made regarding the subject matter of this communication, contain
statements that constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements are based on the current expectations and beliefs of
EnergySolutions and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially from those
described in the forward-looking statements. Any statements that are not
statements of historical fact (such as statements containing the words
believes, plans, anticipates, expects, estimates and similar
expressions) should be considered forward-looking statements. Among others,
the following risks, uncertainties and other factors could cause actual
results to differ from those set forth in the forward-looking statements: (i)
the risk that the Merger may not be consummated in a timely manner, if at
all; (ii) the risk that the Merger Agreement may be terminated in
circumstances that require EnergySolutions to pay Energy Capital Partners
Management II, LP or its designee a termination fee of up to $13,600,000,
including the inability to complete the Merger due to the failure to obtain
stockholder approval for the Merger or the failure to satisfy other
conditions to completion of the Merger; (iii) risks related to the diversion
of managements attention from EnergySolutions ongoing business operations;
(iv) risks regarding the failure of Energy Capital Partners to obtain the
necessary financing to complete the Merger; (v) the effect of the
announcement of the acquisition on EnergySolutions business relationships
(including, without limitation, partners and customers), operating results
and business generally as well as the potential difficulties in employee
retention as a result of the Merger; (vi) risks related to obtaining the
requisite consents to the acquisition, including, without limitation, the
timing (including possible delays) and receipt of regulatory approvals from
various governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or more
governmental entities may deny approval; (vii) risks related to the outcome
of any legal proceedings that have been, or will be, instituted against
EnergySolutions related to the Merger Agreement; and (viii) risks related to
the effects of local and national economic, credit and capital market
conditions on the economy in general. Additional risk factors that may affect
future results are contained in EnergySolutions filings with the SEC, which
are available at the SECs website http://www.sec.gov. Because
forward-looking statements involve risks and uncertainties, actual results
and events may differ materially from results and events currently expected
by EnergySolutions. EnergySolutions and Energy Capital Partners expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect any change of
expectations with regard thereto or to reflect any change in events,
conditions or circumstances. 3

Confidential ENERGY
SOLUTIONS Non-GAAP Financial Information EnergySolutions does not, as a
matter of course, publicly disclose projections of future revenue, earnings
or other financial performance of the type disclosed below. These historical
financial data, financial projections and financial forecasts were not
prepared with a view toward public disclosure or compliance with published
guidelines of the SEC or the American Institute of Certified Public
Accountants for preparation and presentation of prospective financial
information, the IFRS or U.S. GAAP and do not, and were not intended to, act
as public guidance regarding EnergySolutions' future financial performance.
Ernst & Young LLP, EnergySolutions' independent registered public
accounting firm, has not examined or compiled or performed any procedures on
any of the historical financial data or financial projections, expressed any
conclusion or provided any form of assurance with respect to the historical
financial data or financial projections and, accordingly, assumes no
responsibility for them. The inclusion of this information in this
presentation should not be regarded as an indication that EnergySolutions or
any recipient of this information considered, now considers or will consider
this information to be necessarily predictive of future results.
EnergySolutions does not intend to update or otherwise revise the historical
financial data or financial projections to correct any errors existing in
such historical financial data or financial projections when made, to reflect
circumstances existing after the date when made or to reflect the occurrence
of future events even in the event that any or all of the assumptions
underlying the historical financial data or financial projections are shown
to be in error. Although presented with numerical specificity, the financial
projections and forecasts included in this presentation are based on numerous
estimates, assumptions and judgments (in addition to those described above)
that may not be realized and are inherently subject to significant business,
economic and competitive uncertainties and contingencies related to factors,
such as the profitability of the Zion project and related project cost
management and nuclear decommissioning trust fund investment earnings
performance; our inability to find a partner for the Zion project and access
related restricted cash; our ability to obtain and comply with federal, state
and local government permits and approvals; the politically sensitive
environment in which we operate, the risks associated with radioactive
materials and the public perception of those risks; the effects of
environmental, health and safety laws and regulations governing, among other
things, discharges to air and water, the handling, storage and disposal of
hazardous or radioactive materials and wastes, the remediation of
contamination associated with releases of hazardous substances and human
health and safety; the availability and allocation of government funds to
performance of existing government contracts in our industry and any future
government contracts; our deferred tax assets for net operating loss
carry-forwards and research and development tax credits; the continued
operation of, and adequate capacity at, our Clive, Utah disposal facility;
factors associated with our international operations; our ongoing business
relationships with significant government and commercial customers; our
license stewardship arrangement with Exelon; our ability to obtain the
financial support, including letters of credit and bonding, necessary for us
to win certain types of new work; industry performance; general business,
economic, market and financial conditions; and the other factors listed in
this presentation under the section entitled "Forward Looking Statements
Disclaimer," which are difficult to predict and most of which are beyond
the control of EnergySolutions. These or other factors may cause the
financial projections or the underlying assumptions and estimates to be
inaccurate. Since the financial projections cover multiple years, such
information by its nature becomes less reliable with each successive year.
The financial projections also do not take into account any circumstances or
events occurring after the date they were prepared. The inclusion of the
financial projections and forecasts in this presentation shall not be deemed
an admission or representation by EnergySolutions that such information is
material. The inclusion of the projections should not be regarded as an
indication that EnergySolutions considered or now considers them to be a
reliable prediction of future results and you should not rely on them as
such. Accordingly, there can be no assurance that the financial projections
will be realized, and actual results may vary materially from those reflected
in the projections. You should read the section entitled "Forward
Looking Statements Disclaimer" for additional information regarding the
risks inherent in forward-looking information such as the financial
projections. Certain of the historical financial data and financial
projections set forth herein may be considered non-U.S. GAAP financial
measures. Non-U.S. GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information presented in
compliance with U.S. GAAP, and non-U.S. GAAP financial measures as used by
EnergySolutions may not be comparable to similarly titled amounts used by
other companies. 4

Confidential ENERGY
SOLUTIONS Amendment Terms 8 Waiver and Consent Consent to the Merger and the
transactions contemplated by the Merger Documents Consents that the Merger
shall not constitute a Change of Control under the Credit Agreement and
waives any Default or Event of Default arising in connection with or as a
result of the consummation of the Merger Consents to the repayment of the
Senior Notes, provided that the repayment is made from equity contributions
Amendments Amend the definition of Change of Control to mean Energy Capital
or its affiliates shall fail to own at least 50% of the aggregate voting
power and aggregate equity value represented by outstanding Equity Interests
Provide the ability to extend the Revolver Maturity to the extent the
revolving lenders agree to the extension Amend the reporting requirements
such that annual and quarterly financials should be provided within 120 and
45 days, respectively, and not be subject to timing requirements under SEC
regulations Allow for prepayment of Senior Notes from equity contributions
Provided to Consenting Lenders 100 bps consent fee with 50 bps payable on the
Amendment Execution Date and 50 bps payable at the Amendment Effective Date A
50 bps increase in the applicable margin for the Term Loan B starting at the
Amendment Effective Date Limit the total Term Loans and Senior Notes on
EnergySolutions Pro forma for the Transaction and the Change of Control Offer
(as defined per Indenture) to $675 million (the Debt Cap), which must be
achieved within 150 days after the Transaction close Include a 101 soft call
that will apply for 12 months from the Amendment Execution Date

Confidential ENERGY
SOLUTIONS Zion: On Schedule, Continue to De-Risk 5 Project remains on
schedule to meet critical milestones Decommissioning of the project is
facilitating the development of additional D&D opportunities Original
costs to complete project were estimated by the Company to be $970 million -
In Year 3 of a 10-year project - Project is on schedule, management expects
5-10% profit margins including waste disposal to Clive Remaining critical
path work streams include reactor vessel segmentation and spent fuel transfer
NDT balance as of September 30, 2012 was $622.5 million 25